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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
 

 

 
FORM
10-K
 

 

 
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the fiscal year ended: March 31, 2024
 
OR
 
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the transition period from _____________ to _____________
 
Commission
file number: 000-56182
 
LANDBAY
INC
(Exact
name of small business issuer as specified in its charter)
 


New
    York
 
81-1260549

(State
    or other jurisdiction of incorporation)
 
(IRS
    Employer Identification No.)

 
Room 3501, EFC Building, Yuhang District,
Hangzhou City, Zhejiang Province, China
(Address
of principal executive offices) (Zip Code)
 
+86-18621851468
(Registrant’s
telephone number, including area code)
 
Xixi B2, the first energy-saving Xixi in Xihu District,
Hangzhou City, Zhejiang Province, China
(Former
name, former address and former fiscal year, if changed since last report)
 
Securities
registered pursuant to Section 12(b) of the Act: None
 


Title
    of each class
 
Trading
    Symbol(s)
 
Name
    of each exchange on which registered

Not
    Applicable
 
Not
    Applicable
 
Not
    Applicable

 
Securities
registered pursuant to Section 12(g) of the Act: Class A Common Stock
 
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate
by check mark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
☐ No ☒
 
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
 
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
 
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ☐
 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition
of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
 


 
Large
    accelerated filer ☐
Accelerated
    filer ☐

 
Non-accelerated
    filer ☐
Smaller
    reporting company ☒

 
 
Emerging
    growth company ☒

 
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
The
aggregate market value of the voting and non-voting shares of the Company’s Common Stock held by non-affiliates based on the last
sale of the Common Stock on September 30, 2023, was $246,720.
 
Number
of shares outstanding of each of the issuer’s classes of common stock on June 28, 2024: Class A Common Stock: 30,000,000.
 

 

 

 
 

 

LANDBAY
INC
FORM
10-K
TABLE
OF CONTENTS
 


Note About Forward-Looking Statements
3

 
 

PART I
 

 
 

Item 1. Business
4

 
 

Item 1A. Risk Factors
5

 
 

Item 1B. Unresolved Staff Comments
5

 
 

Item 2. Properties
5

 
 

Item 3. Legal Proceedings
5

 
 

Item 4. Mine Safety Disclosures
5

 
 

PART II
 

 
 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6

 
 

Item 6. Selected Financial Data
8

 
 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
8

 
 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
9

 
 

Item 8. Financial Statements and Supplementary Data
9

 
 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
10

 
 

Item 9A. Controls and Procedures
10

 
 

Item 9B. Other Information
10

 
 

PART III
 

 
 

Item 10. Directors, Executive Officers and Corporate Governance
11

 
 

Item 11. Executive Compensation
13

 
 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
14

 
 

Item 13. Certain Relationships and Related Transactions, and Director Independence
14

 
 

Item 14. Principal Accounting Fees and Services
15

 
 

PART IV
 

 
 

Item 15. Exhibits, Financial Statement Schedules
16

 
 

Signatures
17

 

2
 

 

NOTE
ABOUT FORWARD-LOOKING STATEMENTS
 
The
information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These
forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities
in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally
identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,”
“could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,”
“possible,” “potential,” “predicts,” “projects,” “seeks,” “should,”
“will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does
not mean that a statement is not forward-looking.
 
Forward-looking
statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based,
in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis
of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s
expectations, beliefs or projections will result or be achieved or accomplished.
 
In
addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition,
dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products,
ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to
update forward-looking statements to reflect events or circumstances after the date hereof.
 
Unless
expressly indicated or the context requires otherwise, the terms “Landbay,” “company,” “we,” “us,”
and “our” in this document refer to Landbay Inc, a New York corporation.
 

3
 

 

PART
I
 
Item
1. Business.
 
History
and Overview
 
Landbay
Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China. Tel: +86-18621851468.
 
On
July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the former President of the Company (“Seller”),
entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant
to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of common
stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of common
stock. As a result, the transaction led to a change of the control and the management team of the Company. Prior to the change of the
management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the
UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.
 
The
Board of the Directors approved to amend the Article of the Company to reduce the Company’s authorized common stock from 999,000,000
shares to 30,000,000 shares on August 15, 2019. On April 29, 2021, the Company amended its article
with New York State to increase the authorized Class A common shares with a par value of $0.001 to
100,000,000 shares, and to add 20,000,000 shares
of preferred stock with a par value of $0.001 (the “Previous Amendment”). Management
inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct
this oversight, On March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the
Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the
capitalization back to its original 30,000,000 shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New
Amendment”). The New Amendment filed with New York State was effective on March 21, 2024.
 
On
March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among
other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700
shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares
represented approximately 97.9% of the Company’s issued and outstanding Class A Common Stock shares. In connection with the transaction
contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers
designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors
(“Board”) of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang
Lu as the Secretary of the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies
on the Company’s Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective
on May 4, 2024.
 
Meanwhile,
the Company continues to look for other opportunities which could potentially increase the profits of the Company in the year 2024.
 
Our
Products
 
During
the year 2023, we mainly market and retail modern residential and commercial furniture in Greater New York Region. Our products feature
urban and contemporary styles, combining comfort and functionality in matching furniture collections and upscale luxury pieces appealing
to lifestyle-conscious middle-income consumers. Our furniture brands come from different countries including Italy, China, Vietnam, Malaysia
and so forth, and our products feature upholstered, wood and metal-based furniture pieces. We classify our products by room, designation
or series, such as living room, dining room, bedroom and home office series, and by category or product types such as sofas, chairs,
dining tables, beds, entertainment consoles, cabinets and cupboards.
 
We
identify the latest trends and customer needs in our target markets to purchase new products, collections and brands from worldwide.
Our product collections are designed to appeal to consumer preferences in specific markets. We retail both individual furniture pieces
and complete furniture collections that equip an entire home which feature matching furniture suites, providing convenient home furnishing
options for lifestyle-conscious consumers. We also provide a one-stop service to our customers which we design their decoration and introduce
proper furniture to match the style.
 
We
generally introduce our products at our showroom which locates at 36-25 Main Street, Flushing, New York, 11354. We believe that such
in-store presentations provide convenient, one-stop solutions to customers, and thus incentivize clients to purchase an entire room of
furniture from us instead of shopping for individual pieces offered by different brands or manufacturers.
 
Sales
and Marketing
 
Our
sales and marketing strategies target middle class, urban consumers, including: (1) direct sales to the Great New York Region customers;
(2) onsite marketing campaigns.
 
We
diversify our customer base by increasing direct sales to Great New York Region customers. We gain new customers by advertising and introduced
by our existed customers. We also visit different furniture brands a few times each year to help us to develop and detect the latest-trends
in the marketplace, allowing us to better understand the challenges and opportunities facing different customer requirements.
 


4
 

 

Competition
 
The
furniture industry is large and highly competitive. The industry consists of many manufacturers, distributors and retailers, none of
which dominates the fragmented and diverse market. Our products principally compete in the Great New York Region market. The primary
competitive factors in the market for our products and target consumers are price, quality, style, marketing, functionality and availability.
 
Government
Regulations
 
Our
operations are subject to various laws and regulations domestically. In the U.S., federal, state and local regulations impose standards
on our workplace and our relationship with the environment. For example, the U.S. Environmental Protection Agency, Occupational Safety
and Health Administration and other federal agencies have the authority to promulgate regulations that may impact our operations. In
particular, we are subject to legislation placing restrictions on our generation, emission, treatment, storage and disposal of materials,
substances and wastes. Such legislation includes: the Toxic Substances Control Act; the Resource Conservation and Recovery Act; the Clean
Air Act; the Clean Water Act; the Safe Drinking Water Act; and the Comprehensive Environmental Response and the Compensation and Liability
Act (also known as Superfund). We are also subject to the requirements of the Consumer Product Safety Commission and the Federal Trade
Commission, in addition to regulations concerning employee health and safety matters. We believe the Company has complied with the relevant
federal, state, local and international requirements for environmental protection.
 
Employees
 
As
of March 31, 2024, the Company has no employee other than its former President/CEO/Secretary who devotes approximately 100% of her time
to the business of the Company.
 
Reports
to Security Holders
 
The
Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office
in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the
Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information
on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a website at http://www.sec.gov
that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the
Company’s filings may be located under the CIK number 0001681282.
 
Item
1A. Risk Factors.
 
Not
applicable to smaller reporting companies.
 
Item
1B. Unresolved Staff Comments.
 
None.
 
Item
2. Properties.
 
The
Company owns no real estate. We currently maintain our corporate office at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China. Tel: +86-18621851468. The President of the Company provides the office space at no cost.
 
Item
3. Legal Proceedings.
 
The
Company presently is not a party to, nor is management aware of, any pending, legal proceedings.
 
Item
4. Mine Safety Disclosures.
 
None.
 

5
 

 

PART
II
 
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Market
Information
 
There
has only been limited trading for the Company’s Common Stock since it began trading on March 24, 2021. There is no assurance that
an active trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve
a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s
account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives
of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person
has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination
and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has
to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks.
 
Because
of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may
affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading
activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock
in the marketplace. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our
common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.
 
On
September 28, 2020, our class A common stock was approved for quotation on the OTC Markets under the symbol “LNBY”. The OTC
Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter
equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market
is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our class
A common stock.
 
On
June 28, 2024, the closing price of our class A common stock reported on the OTC Markets was $2.3 per share. The following table sets
forth, for each of the quarterly periods indicated, the high and low closing prices of our class A common stock, as reported on the OTC
Markets.
 


Year 2022 
Low  
High 

January 1, 2022 to March 31, 2022 
$0.16  
$0.69 

April 1, 2022 to June 30, 2022 
$0.30  
$0.69 

July 1, 2022 to September 30, 2022 
$0.30  
$0.60 

October 1, 2022 – December 31, 2022 
$0.33  
$0.60 

 


Year 2023 
Low  
High 

January 1, 2023 to March 31, 2023 
$0.33  
$0.33 

April 1, 2023 to June 30, 2023 
$0.26  
$0.83 

July 1, 2023 to September 30, 2023 
$0.52  
$0.84 

October 1, 2023 – December 31, 2023 
 0.55  
$0.60 

 


Year
2024 
Low  
High 

January 1, 2024 to March 31, 2024 
$0.40  
$0.69 

April 1, 2024 to June 28, 2024 
$0.25  
$2.60 

 

6
 

 

Holders
 
There
are approximately 30 holders of the Company’s Class A Common Stock. This figure does not include holders of shares registered in
“street name” or persons, partnerships, associates, corporations or other entities identified in security position listings
maintained by depositories.
 
Dividends
 
We
have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend
on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
 
Securities
Authorized under Equity Compensation Plans
 
We
do not have any equity compensation plan.
 
Common
Stock Currently Outstanding
 
As
of June 28, 2024, 30,000,000 shares of Class A common stock were issued and outstanding.
 
Repurchases
of Equity Securities
 
None.
 
Reports
to Stockholders
 
We
are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file
periodic reports, and other information with the SEC.
 
Transfer
Agent
 
Colonial
Stock Transfer Co, Inc., located at 7840 S. 700 E. Sandy, UT 84070 is the transfer agent for the Company’s common stock.
 
Additional
Information
 
We
are a reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can
be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the
hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission at http://www.sec.gov.
 

7
 

 

Item
6. Selected financial Data.
 
Not
required under Regulation S-K for “smaller reporting companies”.
 
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The
following discussion of our results of operations and cash flows for the years ended March 31, 2024 and 2023, and financial conditions
as of March 31, 2024, and 2023 should be read in conjunction with our consolidated financial statements and the related notes included
elsewhere in this Form 10-K.
 
Overview
 
Landbay
Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at
Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China. Tel: +86-18621851468.
 
On
July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the former President of the Company (“Seller”),
entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant
to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of common
stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of common
stock. As a result, the transaction led to a change of the control and the management team of the Company. Prior to the change of the
management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the
UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.
 
On
March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among
other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700
shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares
represented approximately 97.9% of the Company’s issued and outstanding Class A Common Stock shares. In connection with the transaction
contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers
designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors
(“Board”) of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang
Lu as the Secretary of the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies
on the Company’s Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective
on May 4, 2024.
 
Meanwhile,
the Company continues to look for other opportunities which could potentially increase the profits of the Company in the year 2024.
 
Results
of Operation for the years ended March 31, 2024 and 2023
 
During
the year ended March 31, 2024, the Company generated sales revenue in the amount of $9,539. During the year ended March 31, 2023, the
Company generated revenue in the amount of $18,188 for sales of furniture. The decrease in revenue was mainly due to the decreased sales
of furniture revenue for the year ended March 31, 2024 as compared with the year ended March 31, 2023. During the years ended March 31,
2024 and 2023, the Company’s operating expenses were at $43,164 and $47,876, respectively. The decrease of operating expenses was
due to the decrease in professional fees. For the years ended March 31, 2024 and 2023, our net loss was $13,137 and $37,667, respectively.
The decrease in net loss was mainly due to increase in disposal gain on fixed assets for the year ended March 31, 2024, and decreasing
in operating expenses, as compared to 2023.
 
Equity
and Capital Resources
 
As
of March 31, 2024 and 2023, we had an accumulated deficit of $453,051 and $439,914, respectively. As of March 31, 2024, we had cash of
$8,761 and a working capital deficiency of $97,392. As of March 31, 2023, we had cash of $8,105 and working capital deficiency of $84,255.
The increase in the working capital deficiency was primarily due to the cash paid for operating expense.
 
Going
Concern Assessment
 
The
Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern.
These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated
deficit and other adverse key financial ratios.
 
Management’s
plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve
its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely
basis, obtain additional working capital funds from the majority shareholder and the President of the Company to eliminate inefficiencies
in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient
to fund the Company’s ongoing capital expenditures and other requirements.
 

8
 

 

The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
 
Off-Balance
Sheet Arrangements
 
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is material to stockholders.
 
Critical
Accounting Policies
 
The
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions included in Note 2 of our financial statements is critical to an understanding
of our financial statements.
 
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
 
Not
required under Regulation S-K for “smaller reporting companies”.
 
Item
8. Financial Statements and Supplementary Data
 
Our
audited financial statements are set forth in this Annual Report beginning on page F-3.
 

9
 

 

LANDBAY
INC
 
INDEX
TO FINANCIAL STATEMENTS
 


Report of Independent Registered Public Accounting Firm (PCAOB ID No: 2485)
F-2

 
 

Balance Sheets as of March 31, 2024 and 2023
F-3

 
 

Statements of Operations for the Years ended March 31, 2024 and 2023
F-4

 
 

Statements of Changes in Stockholders’ Deficit for the Years ended March 31, 2024 and 2023
F-5

 
 

Statements of Cash Flows for the Years ended March 31, 2024 and 2023
F-6

 
 

Notes to Financial Statements
F-7
    - F-10

 

F-1
 

 

 

Report
of Independent Registered Public Accounting Firm
 
Shareholders
and Board of Directors
Landbay
Inc
Hangzhou City, Zhejiang Province, China
 
Opinion
on the Financial Statements
 
We
have audited the accompanying balance sheets of Landbay Inc (the “Company”) as of March 31, 2024 and 2023, the
related statements of operation, stockholders’ deficit, and cash flows for each of the years then ended , and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Substantial
Doubt About the Company’s Ability to Continue as a Going Concern
 
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note
3 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated
that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the
events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this
matter.
 
Basis
for Opinion
 
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
 
Critical
Audit Matter
 
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/
Simon & Edward, LLP
 
We
have served as the Company’s auditor since 2022.
 
Rowland
Heights, CA
 
July
1, 2024
 


F-2
 

 

LANDBAY
INC
BALANCE
SHEETS
AS
OF MARCH 31, 2024 AND 2023
 


  
March 31,  
March 31, 

  
2024  
2023 

ASSETS 
    
   

CURRENT ASSETS 
    
   

Cash 
$8,761  
$8,105 

Inventories 
 -  
 7,494 

  
    
   

Total Current Assets 
 8,761  
 15,599 

  
    
   

TOTAL ASSETS 
$8,761  
$15,599 

  
    
   

LIABILITIES AND STOCKHOLDERS’ DEFICIT 
    
   

CURRENT LIABILITIES: 
    
   

Shareholder loans 
$104,187  
$99,456 

Other payable 
 1,966  
 398 

Total Current Liabilities 
 106,153  
 99,854 

TOTAL LIABILITIES 
$106,153  
$99,854 

  
    
   

STOCKHOLDERS’ DEFICIT: 
    
   

Class A common stock ($0.001 par value, 30,000,000 shares authorized, 30,000,000 shares issued and outstanding) 
 30,000  
 30,000 

Additional paid in capital 
 325,659  
 325,659 

Accumulated deficit 
 (453,051) 
 (439,914)

Total Stockholders’ Deficit 
 (97,392) 
 (84,255)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 
$8,761  
$15,599 

 
The
accompanying notes are part of these financial statements
 

F-3
 

 
LANDBAY
INC
STATEMENTS
OF OPERATIONS
 


  
2024  
2023 

  
For the years ended March 31, 

  
2024  
2023 

Revenues: 
    
   

Revenue – sales 
$9,539  
$18,188 

Cost of goods sold 
 (7,494) 
 (8,022)

Gross profit 
 2,045  
 10,166 

  
    
   

Operating expenses 
    
   

  
    
   

General and administrative expenses 
 43,164  
 47,876 

  
    
   

Total operating expenses 
 43,164  
 47,876 

  
    
   

Loss from operations 
 (41,119) 
 (37,710)

  
    
   

Other income (expense) 
    
   

Gain on disposal of fixed assets 
 28,000  
 - 

Other income (expense) 
 (18) 
 43 

Total other income, net 
 27,982  
 43 

  
    
   

Net loss 
$(13,137) 
$(37,667)

  
    
   

Loss per share, basic and diluted 
$(0.00) 
$(0.00)

  
    
   

Weighted average number of shares outstanding, basic and diluted 
 30,000,000  
 30,000,000 

 
The
accompanying notes are part of these financial statements.
 

F-4
 

 
LANDBAY
INC
STATEMENTS
OF CHANGES IN STOCKHOLDER’S DEFICIT
 


  
Shares  
Amount  
Capital  
Deficit  
Total 

  
Class A  Common Stock  
Additional Paid-in  
Accumulated  
  

  
Shares  
Amount  
Capital  
Deficit  
Total 

  
   
   
   
   
  

Balances, March 31, 2023 
 30,000,000  
$30,000  
$325,659  
$(439,914) 
$(84,255)

Net loss 
 -  
 -  
 -  
 (13,137) 
 (13,137)

Balances, March 31, 2024 
 30,000,000  
$30,000  
$325,659  
$(453,051) 
$(97,392)

 


  
Class A  Common Stock  
Additional Paid-in  
Accumulated  
  

  
Shares  
Amount  
Capital  
Deficit  
Total 

  
   
   
   
   
  

Balances, March 31, 2022 
 30,000,000  
$30,000  
$325,659  
$(402,247) 
$(46,588)

Net loss 
 -  
 -  
 -  
 (37,667) 
 (37,667)

Balances, March 31, 2023 
 30,000,000  
$30,000  
$325,659  
$(439,914) 
$(84,255)

 
The
accompanying notes are part of these financial statements.
 

F-5
 

 
LANDBAY
INC
STATEMENTS
OF CASH FLOWS
 


  
2024  
2023 

  
For the year ended March 31, 

  
2024  
2023 

CASH FLOWS FROM OPERATING ACTIVITIES 
    
   

Net loss 
$(13,137) 
$(37,667)

Adjustments to reconcile loss to net cash used in operating activities: 
    
   

Disposal gain on fixed assets 
 (28,000) 
 - 

  
    
   

Changes in assets and liabilities: 
    
   

  
    
   

Inventories 
 7,494  
 (7,494)

Accounts receivable 
 -  
 9,115 

Other payable 
 1,568  
 (345)

Net cash used in operating activities 
 (32,075) 
 (36,391)

  
    
   

CASH FLOWS FROM FINANCING ACTIVITIES 
    
   

Proceeds of loan from shareholder 
 32,731  
 18,356 

Net cash provided by financing activities 
 32,731  
 18,356 

  
    
   

Net increase (decrease) in Cash 
 656  
 (18,035)

Cash at beginning of the year: 
 8,105  
 26,140 

Cash at end of the year: 
$8,761  
$8,105 

  
    
   

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
    
   

Interest paid 
$-  
$- 

Income taxes paid 
$58  
$- 

 


Non-cash investing and financing activities 
   
  

The price of disposal for fixed assets offset by related party loan 
$28,000  
$- 

 
The
accompanying notes are part of these financial statements
 

F-6
 

 

LANDBAY
INC
NOTES
TO THE FINANCIAL STATEMENTS
 
NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Landbay
Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China. Tel: +86-18621851468.
 
On
July 24, 2019, Larison Inc, 100% controlled by the prior president and the principal stockholder of the Company (“Seller”),
entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant
to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of Class
A common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares
of Class A common stock. As a result, the transaction led to a change of the control and the management team of the Company. Prior to
the change of the management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and
hold whisky in the UK market. The Company changed its focus to operate furniture retail business and furniture design business in the
New York area.
 
On
March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among
other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700
shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares
represented approximately 97.9% of the Company’s issued and outstanding Class A Common Stock shares. In connection with the transaction
contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers
designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors
(“Board”) of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang
Lu as the Secretary of the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies
on the Company’s Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective
on May 4, 2024.
 
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis
of Preparation
 
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States
of America. The financial statements are presented in US dollar, which is the Company’s functional currency.
 
Use
of Estimates
 
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported
amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring
the use of estimates are assessing the inventory write-down, impairment of long-lived assets and recoverability
of deferred tax assets. These estimates and assumptions are based on the Company’s historical results as well as management’s
future expectations. The Company’s actual results may vary from those estimates and assumptions.
 
Fair
Value Hierarchy
 
The
Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair
value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3).
 
Financial
assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:
 
Level
1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active
market that management has the ability to access.
 
Level
2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are
observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest
rate swaps).
 
Level
3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable
and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions
a market participant would use in pricing the asset or liability.
 
When
the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement
is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying amounts
of cash, accounts payable, other tax payable and shareholder loans approximate fair value because of the short-term nature of these items.
 

F-7
 

 

Cash
 
Cash
and cash equivalents include cash on hand, cash in banks and highly liquid investments with maturities of three months or less at the
date of origination. The Company maintains its cash balance at a financial institution located in New York. Cash account at the New York
financial institution is insured by the Federal Deposit Insurance Corporation up to $250,000.
 
Inventories,
net
 
Inventory
is stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments
are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving and obsolete inventory, which
is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership,
risks and rewards of the products purchased. As of March 31, 2024 and 2023, the Company’s inventory consisted of furniture in the
amount of $nil and $7,494, respectively.
 
Property
and equipment
 
Property
and equipment are carried at cost. Equipment is depreciated on a straight-line basis (after taking into account their respective estimated
residual value) over 5 years, the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred;
major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are
removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines
the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded
value may not be recoverable.
 
Income
taxes
 
The
Company accounts for income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”)
codified within Accounting Standards Codification (“ASC”) Topic No. 740-10, Income Taxes. Deferred income taxes are recognized
for the temporary differences between the tax basis of assets and liabilities and their financial reporting amounts. The Company assesses,
on an annual basis, the realizability of its deferred tax assets. A valuation allowance for deferred tax assets is established if, based
upon available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized.
 
Impairment
of long-lived assets
 
Long-lived
assets are tested for impairment in accordance with ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”. The Company
periodically evaluates potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets
may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first
compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of
the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent
that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash
flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment of long-lived assets
was recognized for the years ended March 31, 2024 and 2023.
 
Basic
earnings (loss) per share
 
The
Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings
per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares
outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options
and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could
share in the earnings of the Company.
 
The
Company does not have any potentially dilutive instruments as of March 31, 2024 and 2023, thus, anti-dilution issues are not applicable.
 

F-8
 

 

Revenue
Recognition
 
The
Company accounts for revenue arising from contracts with customers in accordance with Revenue from Contracts with Customers (“ASC
606”) since January 1, 2018. Under the new standard, revenue is recognized upon transfer of control of promised goods and services
to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services. This
generally occurs when the products is delivered to or picked up by the customer. Revenue is recognized as net of sales discount and any
taxes collected from customers that are subsequently remitted to governmental authorities.
 
While
customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns
have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right
of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary.
 
The
Company’s customer contracts identify product quantity, price and payment terms. Payment terms are granted consistent with industry
standards at individual customer level. Although the payment terms of some customers may be extended up to 60 days, the majority of the
Company’s customer have no payment terms, who needs pay when the products are delivered. As a result, revenue is not adjusted for
the effects of a significant financing component. Amounts billed and due from customers are classified as accounts receivable on the
Balance Sheet.
 
Cost
of Goods Sold
 
Cost
of goods sold consists primarily of inventory cost. Write-down of inventories to lower of cost or net realizable value and write-down
of potentially obsolete or slow-moving inventories are also recorded in cost of goods sold, if any.
 
Accounting
Standards Issued Recently Adopted
 
Credit
Losses
 
In
June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on
Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss”
model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable
forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial
assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments.
The effective date of ASU No. 2016-13 for smaller reporting companies is postponed to fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years. The adoption of ASU No. 2016-13 did not have a material impact on its financial
position and results of operations. 
 
Accounting
Standards Issued but Not Yet Adopted
 
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance
enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance
requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting
a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal,
state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received)
is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal
years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently
in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.
 
There
were also other updates recently issued and the management does not believe that other than disclosed above, accounting pronouncements
the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
 

NOTE
3 – GOING CONCERN ASSESSMENT
 
The
Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern.
These adverse conditions are negative financial trends, operating losses, accumulated deficit and other adverse key financial ratios.
 
Management’s
plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve
its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely
basis, obtain additional working capital funds from the related parties of the Company to eliminate inefficiencies in order to meet its
anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s
ongoing capital expenditures and other requirements.
 
The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
 
NOTE
4 - STOCKHOLDER’S EQUITY
 
On
April 29, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value
of $0.001 to 100,000,000
shares, and to add 20,000,000 shares of preferred
stock with a par value of $0.001 (the “Previous Amendment”). Management inadvertently
failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct this oversight,
On March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the Company’s
shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization
back to its original 30,000,000 shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”).
The New Amendment filed with New York State was effective on March 21, 2024. As of March 31, 2024, the Company has a total of 30,000,000
shares of Class A common stock issued and outstanding.
 

F-9
 

 

The
Company did not issue any other stock types other than Class A common stocks and; the Company did not have any share-based compensation,
related to employee share-based awards, tax benefit from share-based award activities.
 
NOTE
5 - RELATED PARTY TRANSACTIONS
 
The
Company has been provided office space by its former president, Ms. Xiaowei Jin at no cost as of March 31, 2024. The management determined
that such cost is nominal and did not recognize the rent expense in its financial statements.
 
During
the years ended March 31, 2024 and 2023, the Company borrowed additional loans in the amounts of $32,731 and $18,356 from the former
President of the Company and Northern Ifurniture Inc, an entity under the common control before the change of control on April 23, 2024,
respectively. On March 29, 2024, the Company entered into an asset disposal and loan conversion agreement (the “ADLC Agreement”)
with the former President of the Company. Pursuant to the ADLC Agreement, the Company settled loan of $28,000 owed to the former President
with a vehicle owned by the Company. The vehicle has been fully depreciated, and the transaction resulted in a disposal gain of $28,000.
As of March 31, 2024 and 2023, the balances of shareholder loans were $104,187 and $99,456, respectively, bearing no interest, unsecured
and due on demand. The balance of shareholder loan as of March 31, 2024 included loan payable to the former President and Northern Ifurniture
Inc which were fully settled as of April 23, 2024, with partially repaid and partially forgiven during April 2024 (Note 7).
 
NOTE
6 – INCOME TAXES
 
The
Company is subject to the United States federal and New York State income tax at a tax rate of 21% and 6.5%, respectively.
 
Income
tax expense for the years ended March 31, 2024 and 2023 were $58 and $nil. The Company had net operating loss carryovers for federal income tax
purposes totaling $429,359 and $323,695 for the years ended March 31, 2024 and 2023, respectively. The ultimate realization of such loss
carryovers will be dependent on the Company attaining future taxable earnings. Based on the projections of future taxable earnings, management
believes that it is more likely than not that the Company will not be able to utilize the benefits of these carryovers. As of March 31,
2024 and 2023, the Company had deferred tax assets in the amounts of $109,057 and $86,568, respectively, which were fully reserved for
valuation allowance.
 
The
Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. Under the applicable U.S.
federal and state statutes, tax years ended March 31, 2021 through March 31, 2024 remain subject to examination.
 
NOTE
7 – SUBSEQUENT EVENTS
 
On
March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among
other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700
shares of Class A Common Stock of the Company
held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented approximately 97.9%
of the Company’s issued and outstanding Class A Common Stock shares. In connection with the transaction contemplated by the SPA
and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers designated by the
Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors (“Board”)
of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang Lu as the Secretary of
the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies on the Company’s
Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective on May 4, 2024.
 
On
April 12, 2024, pursuant to a loan forgiveness and general release agreement entered into between the Company and Northern Ifurniture
Inc, $40,000 loan payable to Northern Ifurniture Inc was forgiven, resulting in a gain from loan forgiveness of $40,000.
 
During
April 2024, the Company repaid $1,878 in cash to our former President. On April 22, 2024, pursuant to a loan forgiveness and general
release agreement entered into between the Company and the former President, $62,395 loan payable to the former President was forgiven,
resulting in a gain from loan forgiveness of $62,395. As a result, the loan payable to the former President of the Company was fully
settled.
 

F-10
 

 

Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
 
Not
Applicable.
 
Item
9A. Controls and Procedures
 
Evaluation
of Disclosure Controls and Procedures
 
Disclosure
controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports
filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported
within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective
of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order
to allow timely consideration regarding required disclosures.
 
The
evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design,
the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including
our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject
to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were material weaknesses
in our internal controls over financial reporting as of March 31, 2024 and they were therefore not as effective as they could be to ensure
that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
The material weaknesses in our controls and procedures were lack of US GAAP knowledge and segregation duties. Management does not believe
that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this
discovery of such weaknesses, management has begun a review to improve them.
 
Management’s
Annual Report on Internal Control over Financial Reporting
 
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance
with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii)
compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control
- Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
 
Management’s
assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended
March 31, 2024. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective.
We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial
reporting under current operations.
 
This
annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
 
Subsequent
to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing
and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent third-party
consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.
 
Item
9B. Other Information
 
Not
applicable.
 

10
 

 

PART
III
 
Item
10. Directors, Executive Officers and Corporate Governance.
 
The
following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and
positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive
officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are
elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.
 
The
following table sets forth information regarding the members of the Company’s board of directors and its executive officers:
 


Name
 
Age
 
Position
 
Year
    Commenced

Chunyang
    Liu
 
49
 
President,
    CEO and Chairman
 
2024

Lidong
    Wang
 
33
 
CFO
    and Director
 
2024

Wenfang
    Lu
 
30
 
Secretary
    and Director
 
2024

 
Directors
serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year
until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected
and qualified.
 
Chunyang
Liu, born in 1975, graduated with a Bachelor’s degree in International Economics and Trade from Nankai University. He served
as the legal representative of Dongyang City Yunda Express Co., Ltd. from 2002 to 2024, the legal representative of Zhejiang Qingke Cloud
Network Technology Co., Ltd. from 2014 to 2024, and the legal representative of Zhejiang Xinsheng New Media Group Co., Ltd. from 2023
to 2024. With a diverse background spanning the logistics, liquor, supply chain technology services, and network technology industries,
Liu has accumulated extensive experience in industry operations, digital technologies, resource integration, and investment. Leveraging
his solid industrial foundation and forward-thinking approach, he is actively involved in building Xinsheng Media Group. The group is
dedicated to staying at the forefront of AI development, particularly in the livestream e-commerce sector. Its vision is to serve as
a talent incubator within the industry and reshape its development trajectory.
 
Lidong
Wang, born in 1991, graduated from Zhejiang Water Conservancy and Hydropower College in 2013 with an associate degree. Over the course
of his career, he served as President of Zhejiang Qingke Cloud Network Technology Co., Ltd. from 2020 to 2022, acted as the legal representative
of Hangzhou Increment Speed Build Technology Co., Ltd. from 2022 to 2023, and held the position of President at Zhejiang Xinsheng New
Media Group Co., Ltd. from 2023 to 2024. With more than 10 years of experience in investment, financing, and fund management, he has
worked in both state-owned enterprises and unicorn companies. Mr. Wang excels in market development, industry analysis, and business
negotiation. He is skilled at integrating comprehensive financial resources across various industries and has built extensive social
connections and resources in government, banking, private equity funds, and enterprises. His exceptional business acumen has consistently
earned recognition from clients and industry peers.
 
Wenfang
Lu, born in 1994, graduated with a Bachelor’s degree from Jiangxi Business College in 2017. With nearly a decade of experience
in the livestream e-commerce industry, Mr. Lu has focused on areas such as supply chain management, the digital economy, and artificial
intelligence. He has successfully integrated livestream e-commerce into a comprehensive chain system incorporating supply chain management
and digitization. This has provided him with a solid foundation of practical experience and theoretical knowledge, facilitating the deep
integration of livestream e-commerce and the AI industry. In the face of the rapidly evolving industry landscape, Mr. Lu has demonstrated
strong adaptability and accumulated extensive experience in team management. From 2017 to 2019, Mr. Lu operated a personal chain store.
Following this, he served as the Market Director at Yunda Express from 2019 to 2020, Vice President of Qingke Cloud Network Technology
from 2020 to 2021, and General Manager of Dipingbang Supply Chain from 2022 to 2023. Since 2023, Mr. Lu has been Vice President at Zhejiang
Xinsheng New Media Group Co., Ltd.
 
Term
of office
 
All
officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors
have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect
to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or
reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.
Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse
Directors for expenses related to their activities.
 
None
of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings
or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five
(5) years.
 

11
 

 

Involvement
in Certain Legal Proceedings
 
Except
as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:
 


 
●
been
    convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
    offenses);

 
 
 

 
●
had
    any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business
    association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2)
    years prior to that time;

 
 
 

 
●
been
    subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
    or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement
    in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to
    be associated with persons engaged in any such activity;

 


 
●
been
    found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated
    a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 
 
 

 
●
been
    the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
    reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged
    violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions
    or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
    civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
    mail or wire fraud or fraud in connection with any business entity; or

 
 
 

 
●
been
    the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
    (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
    Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons
    associated with a member.

 

Director
Independence
 
The
Board consists of three members, none of whom meet the independence requirements of the Nasdaq Stock Market as currently in effect.
 
Committees
and Terms
 
The
Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual
shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection
with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific
policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.
 
Code
of Ethics
 
To
date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the
Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We
expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results
in the acquisition of an on-going business and thereby commences operations.
 

12
 

 

Corporate
Governance
 
There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope
of our business and needs.
 
Nominating
Committee
 
We
have not adopted any procedures by which security holders may recommend nominees to our board of directors.
 
Audit
Committee and Audit Committee Financial Expert
 
We
do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently
consists of Chunyang Liu, Lidong Wang and Wenfang Lu, handles the functions that would otherwise be handled by an audit committee. We
do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our
board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our
board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining
any such expert our board would make a determination as to whether such person is independent.
 
Item
11. Executive Compensation
 
During
the years ended March 31, 2024, 2023 and 2022, no salaries were paid to any officers or directors.
 
Executive
compensation during the years ended March 31, 2024, 2023 and 2022 were as follows:
 
Summary
Compensation Table
 


Name and  Principal Position 
Year  
Salary ($)  
Bonus ($)  
Stock Awards ($)  
Option Awards ($)  
Non-Equity Incentive Plan Compensation ($)  
Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($)  
All Other Compensation ($)  
Total ($) 

Xiaowei Jin 
2024  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 - 

Former CEO/CFO/Director (1) 
2023  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 - 

  
2022  
 -  
 -  
 -  
 -  
 -  
 -  
 -  
 - 

 
(1).
Ms. Xiaowei Jin resigned as CEO and CFO of the Company on April 23, 2024, and resigned as a director of the Company on May 4, 2024.
 
Director
Compensation
 
We
do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
 
Employment
Agreements
 
The
Company has not entered into employment agreements with any of its employees or officers as of March 31, 2024.
 
Stock
Option Plan
 
We
do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may
adopt an incentive and non-statutory stock option plan in the future.
 

13
 

 

Employee
Pension, Profit Sharing or other Retirement Plans
 
We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans
in the future.
 
Item
12. Security ownership of certain beneficial owners and management
 
The
following table sets forth, as of June 28, 2024, the number and percentage of our outstanding shares of common stock owned by (i) each
person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer,
and (iv) all officers and directors as a group. Common stock beneficially owned and percentage ownership was based on 30,000,000 shares
outstanding on June 28, 2024.
 


Title of Class 
Name and Address Of Beneficial Owner 
Position 
Amount and Nature Of Beneficial Ownership  
Percent Of Class (1) 

  
  
  
   
  

Class A Common Stock 
Xiaowei Jin  36-25 Main St.  Flushing, NY 11354 
Former President, CEO, CFO and Director 
 205,100(2) 
 0.7%

Class A Common Stock 
Chunyang Liu Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China 
President, CEO and Chairman 
 29,383,700  
 97.9%

Class A Common Stock 
Lidong Wang Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China 
CFO and Director 
 0  
 0%

Class A Common Stock 
Wenfang Lu Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province,
China 
Secretary and Director 
 0  
 0%

Class A Common Stock 
All Officers and Directors  As a Group (3 persons) 
  
 29,383,700  
 97.9%

 
(1)
Based upon 30,000,000 shares outstanding as of June 28, 2024.
(2)
Including 5,100 shares owned by Xiaowei Jin and 200,000 shares owned by Ms. Jin’s husband.
 
Item
13. Certain Relationships and Related Transactions, and Director Independence
 
The
Company has been provided office space by its former President at no cost. The management determined that such cost is nominal and did
not recognize the rent expense in its financial statements.
 
During
the years ended March 31, 2024 and 2023, the Company borrowed additional loans in the amounts of $32,731 and $18,356 from the former
President of the Company and Northern Ifurniture Inc, an entity under the common control before the change of control on April 23, 2024,
respectively. On March 29, 2024, the Company entered into an asset disposal and loan conversion agreement (the “ADLC Agreement”)
with the former President of the Company. Pursuant to the ADLC Agreement, the Company settled loan of $28,000 owed to the former President
with a vehicle owned by the Company. The vehicle has been fully depreciated, and the transaction resulted in a disposal gain of $28,000.
As of March 31, 2024 and 2023, the balances of shareholder loans were $104,187 and $99,456, respectively, bearing no interest, unsecured
and due on demand. The balance of shareholder loan as of March 31, 2024 included loan payable to the former President and Northern Ifurniture
Inc which were fully settled as of April 23, 2024, with partially repaid and partially forgiven during April 2024 (Note 7).
 

14
 

 

Item
14. Principal Accounting Fees and Services
 
During
the years ended March 31, 2024 and 2023, Simon & Edward, LLP, the Company’s independent
auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements
of the Company for the year ended March 31, 2024, as contained in this Report, are estimated and included for the fiscal year ended March
31, 2024.
 


  
Years ended March 31, 

  
2024  
2023 

  
   
  

Audit Fees - Simon & Edward, LLP 
$13,535  
$18,128 

Audit-Related Fees 
$—  
$— 

Tax Fee 
$1,000  
$— 

Total Fees 
$14,535  
$18,128 

 
Pre-Approval
Policy
 
Our
Board as a whole pre-approves all services provided by Simon & Edward, LLP. For any
non-audit or non-audit related services, the Board must conclude that such services are compatible with Simon
& Edward, LLP independence as our auditors.
 

15
 

 

PART
IV
 
Item
15. Exhibits, Financial Statement Schedules
 


3.1*
Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on April 25, 2016)

 
 

3.2*
By-laws (filed as an Exhibit to Form S-1 filed with the SEC on April 25, 2016)

 
 

31.1**
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 

31.2**
Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 

32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 

101.INS**
XBRL
    Instance Document

101.SCH**
XBRL
    Taxonomy Extension Schema Document

101.CAL**
XBRL
    Taxonomy Extension Calculation Linkbase Document

101.DEF**
XBRL
    Taxonomy Extension Definition Linkbase Document

101.LAB**
XBRL
    Taxonomy Extension Label Linkbase Document

101.PRE**
XBRL
    Taxonomy Extension Presentation Linkbase Document

 


*
Incorporated
    by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 25, 2016.

 
 

**
Filed
    herewith

 

16
 

 

SIGNATURES
 
In
accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 1st day of July, 2024.
 


 
LANDBAY
    INC

 
 
 

 
By:
/s/
    Chunyang Liu

 
 
Chunyang
    Liu, Chief Executive Officer

 




Name
 
Position
 
Date

 
 
 
 
 

/s/
    Chunyang Liu
 
Chief
    Executive Officer, President and Chairperson of the Board of Directors
 
July
    1, 2024

Chunyang
    Liu
 
(Principal
    Executive Officer)
 
 

 
 
 
 
 

/s/
    Lidong Wang
 
Chief
    Financial Officer and Director
 
July
    1, 2024

Lidong
    Wang
 
(Principal
    Financial and Accounting Officer)
 
 

 
 
 
 
 

/s/
    Wenfang Lu
 
Secretary
    and Director
 
July
    1, 2024

Wenfang
    Lu
 
 
 
 

 

17
 

 

EXHIBIT
INDEX
 


3.1*
Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on April 25, 2016)

 
 

3.2*
By-laws (filed as an Exhibit to Form S-1 filed with the SEC on April 25, 2016)

 
 

31.1**
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 

31.2**
Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 

32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 

101.INS**
XBRL
    Instance Document

101.SCH**
XBRL
    Taxonomy Extension Schema Document

101.CAL**
XBRL
    Taxonomy Extension Calculation Linkbase Document

101.DEF**
XBRL
    Taxonomy Extension Definition Linkbase Document

101.LAB**
XBRL
    Taxonomy Extension Label Linkbase Document

101.PRE**
XBRL
    Taxonomy Extension Presentation Linkbase Document

 


*
Incorporated
    by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 25, 2016.

 
 

**
Filed
    herewith

 

18





